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EXHIBIT (a)(1)(iii)
FORM OF AFFIDAVIT AND INDEMNIFICATION AGREEMENT FOR
MISSING CERTIFICATE(S) OF OWNERSHIP
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AFFIDAVIT AND INDEMNIFICATION AGREEMENT
FOR MISSING CERTIFICATE(S) OF OWNERSHIP
State of ______________
County of _____________
_____________________________________
_____________________________________
_____________________________________ (The "Investor")
being duly sworn, deposes and says:
1. The Investor is of legal age and is the true and lawful, present
and sole, record and beneficial owner of _________ (insert number of interests)
limited partnership interests (the "Interests") of NTS-Properties IV, (the
"Partnership"). The Interests were represented by the following Certificate(s)
of Ownership (the "Certificate(s)") issued to the Investor:
Certificate(s) No. Number of Interests Date Issued
------------------ ------------------- -----------
The Certificate(s) was (were) lost, stolen, destroyed or misplaced under the
following circumstances:_______________________________________________________
________________________________________________________________ and after
diligent search, the Certificate(s) could not be found.
2. Neither the Certificate(s) nor any interest therein has at any time
been sold, assigned, endorsed, transferred, pledged, deposited under any
agreement or other disposed of, whether or not for value, by or on behalf of
the investor. Neither the Investor nor anyone acting on the Investor's behalf
has at any time signed any power of attorney, any stock power or other
authorization with respect to the Certificate(s) and no person or entity of any
type other than the Investor has or has asserted any right, title, claim or
interest in or to the Certificate(s) or to the Interests represented thereby.
3. The Investor hereby requests, and this Affidavit and
Indemnification Agreement is made and given in order to induce the Partnership,
(i) to refuse to recognize any person other than the Investor as the owner of
the Certificate(s) and (ii) to refuse to make any payment, transfer,
registration, delivery or exchange called for by the Certificate(s) to any
person other than the Investor and to refuse the Certificates or to make the
payment, transfer, registration, delivery or exchange called for by the
Certificate(s) without the surrender thereof or cancellation.
4. If the Investor or the representative or the assigns of the
Investor should find or recover the Certificate(s), the Investor will
immediately surrender and deliver the same to the Partnership for cancellation
without requiring any consideration thereof.
5. The Investor agrees in consideration of the issuance to the
Investor of a new certificate in substitution for the Certificate(s), to
indemnify and hold harmless the Partnership, each general partner of the
Partnership, each affiliate of the Partnership and any person, firm or
corporation now or hereafter acting as the transfer agent, registrar, trustee,
depositary, redemption, fiscal or paying agent of the Partnership, or in any
other capacity and their respective successors and assigns, from and against
any and all liabilities, losses, damages, costs and expenses of every nature
(including reasonable attorney's fees) in connection with, or arising out of,
the lost,
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stolen, destroyed or mislaid Certificate(s) without the surrender thereof and
whether or not: (a) based upon or arising out of the honoring of, or refusing
to honor, the Certificate(s) when presented to anyone, (b) or based upon or
arising from inadvertence, accident, oversight or neglect on the part of the
Partnership, its affiliates or any general Partner of the Partnership, agents,
clerk, or employee of the Partnership or any general partner of the Partnership
and/or the omission or failure to inquire into contest or litigate the right of
any applicant to receive payment, credit, transfer, registration, exchange or
delivery in respect of the Certificate(s) and/or the new instrument or
instruments issued in lieu thereof, (c) and/or based upon or arising out of any
determination which the Partnership, its affiliates or any general partner
thereof may in fact makes as to the merits of any such claim, right, or title,
(d) and/or based upon or arising out of any fraud or negligence on the part of
the Investor in connection with reporting the loss of the Certificate(s) and
the issuance of new instrument or instruments in lieu thereof, (e) and/or based
upon or arising out of any other matter or thing whatsoever it may be.
6. The Investor agrees that all notices, requests, demands and other
communications under this Affidavit and Indemnification Agreement shall be in
writing and shall be mailed to the party to whom notice is to be given by
certified or registered mail, postage prepaid; if intended for the Partnership
shall be addressed to Gemisys, 0000 X. Xxxxxx Xxxx., Xxxxxxxxx, XX 00000 Attn.:
NTS Investor Services, or such other address as the Partnership shall have
given notice to the Investor at the address set forth at the end of this
Affidavit and Indemnification Agreement or at such other address as the
Investor shall have given prior notice to the Partnership in a manner herein
provided.
7. No waiver shall be deemed to be made by the Partnership or its
affiliates of any of its rights hereunder unless the same shall be in writing,
and each waiver, if any, shall be a waiver only with respect to the specific
instance involved and shall in no way impair the rights of the Partnership or
its affiliates or the obligations of the Investor in any other respect at any
other time.
8. The provisions of this Affidavit and Indemnification Agreement
shall be binding upon and inure to the benefit of the successors and assigns of
the Partnership and its affiliates and the Investor.
9. This Affidavit and Indemnification Agreement shall be governed by
and construed in accordance with the laws of the State of Kentucky.
_____________________________________________________
Investor Signature
(Please sign exactly as name appears on certificate)
_____________________________________________________
Investor Signature
(if held jointly)
_____________________________________________________
Name
_____________________________________________________
Address
Sworn to me this ____ day of
________________, 2001.
______________________________________________
Notary Public
My commission expires: / /
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